RTE and GXR have entered into an implementation agreement whereby RTE shall acquire the remaining securities it does not already own in GXR

• Ultimate holding company of the group to be re-branded ‘Celestial’ with a focus on creating a media and sports conglomerate, initially targeted at the MENA region and the Indian sub-continent

The Transaction intends to combine RTE’s product and service businesses with GXR’s vast audience

MSM Corporation International Limited (“MSM“) and wholly owned subsidiary, Riva Technology and Entertainment Limited (RTE) are pleased to announce the signing of an implementation agreement pursuant to which RTE will acquire the remaining securities it does not already own in Galaxy Racer Holdings Limited (GXR), an eSports, content creators, music, and sports powerhouse incorporated in the British Virgin Islands (the “Transaction”). This strategic union marks a pivotal step for both companies as they seek to combine their strengths and resources to drive the success of Celestial, with an ambitious initiative aimed at establishing a dominant media and sports conglomerate, initially focused on the MENA region and Indian sub-continent.

Founded by Paul Roy in 2019, GXR has emerged as a cross-media business, boasting a strong presence across North America, MENA, Southeast Asia, South Asia, and Europe. Notably, GXR recently unveiled a groundbreaking joint venture with LaLiga, set to revolutionize the sports media rights industry within the MENA region and Indian sub- continent.
Under the terms of the Transaction, RTE will acquire the remaining securities of GXR that it does not already own, consolidating their expertise and resources to unlock untapped synergies, boost sales, and enhance audience engagement, with a particular emphasis on the burgeoning young consumer market in the MENA region and Indian sub- continent.

Completion of the Transaction is subject to satisfaction of the conditions precedent as detailed below.

Transaction Summary
The key terms of the Transaction and accompanying fund raising are as follows;

i) RTE currently owns approximately 12% of GXR;

ii) RTE and GXR agree that once the Transaction has completed, GXR will
comprise 75% of the value of the combined MSM/RTE group. As such, as part of the Transaction, MSM shall issue additional shares, in the amount of approximately 3 times its current issued share capital (the “Additional MSM Shares”) to the GXR shareholders as consideration for the sale of their GXR shares to RTE. This represents the issue of 10,813,743,594 Additional MSM Shares to GXR shareholders and MSM Warrants at nil exercise price, expiring 27 January 2032 in respect of 825,191,079 MSM Shares and MSM Warrants in respect of 25,954,206 MSM Shares at an exercise price of US$0.0131, expiring 27 September 2032 and MSM Warrants in respect of 12,977,103 MSM Shares at an exercise price of US$0.0131 expiring 3 October 2032 to GXR warrant holders.

iii) Completion of the Transaction is subject to various conditions precedent, including, but not limited to:
a. all holders of shares and warrants in GXR accepting the offers described above; and
b. the parties receiving all necessary regulatory consents, waivers or approvals required.

iv) On completion of the Transaction, Hemant Venkataramani Lalithraj and Prasad Vanga will be appointed as Directors of MSM.

v) RTE and MSM are considering a ‘roll-up’ whereby the ultimate holding company of the group (“Celestial”) would acquire the remaining equity in certain of RTE’s existing portfolio businesses that RTE does not already wholly own, including GXR (the “Roll-Up”).

vi) In connection with the Roll-Up, the newly consolidated RTE group of companies would undertake a fundraising round (the “Fundraising”).

vii) The Fundraising will be conditional on completion of the Roll-Up.

The Transaction will form an integral part of the Roll-Up.
The MSM and RTE Boards have implemented appropriate protocols to manage the Transaction on the basis Mr Paul Roy is the sole director of Galaxy Racer Holdings Limited. Subject to the conditions precedent being fulfilled, MSM expects to complete the Transaction by 31 August 2023.

Annual Report and Annual General Meeting
MSM wishes to advise that the audit of the Company’s Annual Report for the year ended 30 June 2022 is expected to be finalised imminently and shared with shareholders followed by a notice of annual general meeting.

Investor enquiries Chris Jones
P: + 61 (0) 417 985 527
E: Info@rte.com.au
RTE LinkedIn – www.linkedin.com/company/riva-technology-and-entertainment/
RTE Website – www.rte.com.au
RTE Twitter – www.twitter.com/RivaTechAndEnt

MSM Corporation International Limited’s (“MSMCI”) vision is to create a global digital media, entertainment, Sports and gaming business.

This release has been prepared by the Company. This document contains background information about the Company and its associated entities current at the date of this release. This is in summary form and does not purport to be all inclusive or complete. Recipients should conduct their own investigations and perform their own analysis in order to satisfy themselves as to the accuracy and completeness of the information, statements and opinions contained in this release.
This release is for information purposes only. Neither this document nor the information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of shares in any jurisdiction.
This release may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. Recipients should inform themselves of the restrictions that apply in their own jurisdiction. A failure to do so may result in a violation of securities laws in such jurisdiction. This document does not constitute investment advice and has been prepared without taking into account the recipient’s investment objectives, financial circumstances or particular needs and the opinions and recommendations in this representation are not intended to represent recommendations of particular investments to particular persons.
Recipients should seek professional advice when deciding if an investment is appropriate. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments. No responsibility for any errors or omissions from this document arising out of negligence or otherwise is accepted. This document does include forward-looking statements. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions which are outside the control of the Company. Actual values, results, outcomes or events may be materially different to those expressed or implied in this release. Given these uncertainties, recipients are cautioned not to place reliance on forward-looking statements. Any forward-looking statements in this release speak only at the date of issue of this release. Subject to any continuing obligations under applicable law, the Company does not undertake any obligation to update or revise any information.

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